USI Announces Results and Settlement of Early Tender for Floating
Rate Notes Due 2014 and 9.750% Senior Notes Due 2015

December 27, 2012 02:05 PM Eastern Standard Time

BRIARCLIFF MANOR, N.Y.--(BUSINESS WIRE)--USI Holdings Corporation (“USI” or the “Company”) announced today that
holders of approximately $192.6 million aggregate principal amount
(representing approximately 86%) of its Senior Floating Rate Notes due
2014 (the “2014 Notes”) and holders of approximately $115.7 million
aggregate principal amount (representing approximately 66%) of its
9.750% Senior Subordinated Notes due 2015 (the “2015 Notes,” and
together with the 2014 Notes, the “Notes”) validly tendered their Notes
prior to the consent payment deadline of 5:00 p.m., New York City time,
on December 14, 2012 and that USI had accepted such tendered Notes for
payment in accordance with the Offer to Purchase and Consent
Solicitation Statement, dated December 3, 2012 (the “Offer to Purchase”).

Those holders who validly tendered their 2014 Notes received an
aggregate of approximately $193.7 million, consisting of the total
consideration of $1,000.47 per $1,000 principal amount of the 2014
Notes, which included a consent payment of $50.00 per $1,000 principal
amount of the 2014 Notes, plus any accrued and unpaid interest on the
2014 Notes up to, but not including, the payment date.

Those holders who validly tendered their 2015 Notes received an
aggregate of approximately $119.9 million, consisting of the total
consideration of $1,025.19 per $1,000 principal amount of the 2015
Notes, which included a consent payment of $50.00 per $1,000 principal
amount of the 2015 Notes, plus any accrued and unpaid interest on the
2015 Notes up to, but not including, the payment date.

In connection with the tender offer, USI solicited consents (“Consents”)
from the holders of the 2014 Notes and the 2015 Notes to amend the
respective indentures governing the 2014 Notes and the 2015 Notes (the
“Amendments”). Since USI received Consents from greater than a majority
in aggregate principal amount of the outstanding 2014 Notes and 2015
Notes, respectively, USI, the guarantors thereto and The Bank of New
York Mellon, as Trustee (the “Trustee”), have executed supplemental
indentures to the respective indentures to the respective indentures
governing the 2014 Notes and the 2015 Notes, giving effect to the
Amendments, which, among other modifications, eliminate substantially
all of the affirmative and restrictive covenants, restrictions on the
ability of USI to merge, consolidated or sell substantially all of its
properties or assets and eliminate or modify certain events of default
and certain other related provisions contained therein. Following the
repurchase of the Notes described above, USI satisfied and discharged
the Indentures governing the Notes.

Continuing Tender Offer

Holders who validly tender their 2014 Notes or 2015 Notes, as
applicable, after 5:00 p.m., New York City time, on December 14, 2012,
but at or prior to 11:59 p.m., New York City time, on December 31, 2012,
unless extended or earlier terminated by the Company in its sole
discretion, will receive the tender offer consideration of $950.47 per
$1,000 principal amount of the 2014 Notes and $975.19 per $1,000
principal amount of the 2015 Notes, respectively, in each case, plus any
accrued and unpaid interest up to, but not including, the final payment
date, but will not receive the consent payment noted above.

The complete terms and conditions of the continuing tender offer are set
out in the Offer to Purchase. The holders of 2014 Notes and 2015 Notes
(as applicable) may obtain copies of all the tender offer documents,
including the Offer to Purchase, free of charge by directing a request
to D.F. King & Co., Inc., the Information Agent for the Offer, at 48
Wall Street, New York, New York 10005 and by telephone (212) 269-5550,
for banks and brokers, or (800) 290-6426 for others. The Company has
engaged Morgan Stanley & Co. LLC as Dealer Manager for the tender offer.
Persons with questions regarding the tender offer should contact Morgan
Stanley & Co. LLC at (212) 761-1057 (Call Collect) or (800) 624-1808
(Toll Free).

Conditional Redemption

On November 30, 2012, the Company sent a conditional notice of
redemption (the “Conditional Notice of Redemption”) to redeem any and
all outstanding Notes on December 31, 2012 (the “Redemption Date”),
subject to the terms and conditions set forth in the indentures
governing the 2014 Notes and the 2015 Notes, respectively, at a
redemption price for the 2014 Senior Notes of 100.000% of the principal
amount thereof and for the 2015 Subordinated Notes of 102.438% of the
principal amount thereof, plus, in each case, accrued and unpaid
interest on the Notes redeemed to, but not including, the Redemption
Date. Those Notes which were not validly tendered according to the terms
of the tender offer are expected to be redeemed on December 31, 2012.
The Redemption Condition (as defined in the Conditional Notice of
Redemption) has been satisfied.

This press release does not constitute an offer to purchase or the
solicitation of an offer to sell the 2014 Notes or the 2015 Notes or any
other securities or a solicitation of Consents. The tender offer is made
only by and pursuant to the terms of the Offer to Purchase, and the
redemption is made only by and pursuant to the terms of the Conditional
Notice of Redemption and indentures. Holders of the 2014 Notes or the
2015 Notes must make their own decisions as to whether to tender their
2014 Notes or 2015 Notes and deliver their Consents, and, if they decide
to do so, the principal amount of 2014 Notes or 2015 Notes to tender.

About USI Insurance Services

Founded in 1994, USI is the 9th largest insurance broker in the United
States and the 13th largest in the world. USI is headquartered in
Briarcliff Manor, NY, and operates out of approximately 100 offices
across the United States. Additional information about USI may be found
at www.usi.biz.

Forward-Looking Statements

This press release may contain forward-looking statements that are based
on management’s current expectations and are subject to known and
unknown uncertainties and risks, which could cause actual results to
differ materially from those contemplated or implied by such
forward-looking statements. USI is under no obligation to update any
forward-looking statements contained herein should material facts change
due to new information, future events or otherwise.